PBF Energy 2013 Annual Report Download - page 135

PBF ENERGY INC. AND
PBF HOLDING COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)
F- 39
Receivable Agreement, including tax benefits attributable to payments under the Tax Receivable Agreement. For
purposes of the Tax Receivable Agreement, the benefit deemed realized by PBF Energy will be computed by
comparing the actual income tax liability of PBF Energy (calculated with certain assumptions) to the amount of
such taxes that PBF Energy would have been required to pay had there been no increase to the tax basis of the
assets of PBF LLC as a result of purchases or exchanges of PBF LLC Series A Units for shares of PBF Energy's
Class A common stock and had PBF Energy not entered into the Tax Receivable Agreement. The term of the Tax
Receivable Agreement will continue until all such tax benefits have been utilized or expired unless: (i) PBF Energy
exercises its right to terminate the Tax Receivable Agreement, (ii) PBF Energy breaches any of its material
obligations under the Tax Receivable Agreement or (iii) certain changes of control occur, in which case all
obligations under the Tax Receivable Agreement will generally be accelerated and due as calculated under certain
assumptions.
The payment obligations under the Tax Receivable Agreement are obligations of PBF Energy and not of PBF LLC
or PBF Holding. In general, PBF Energy expects to obtain funding for these payments by causing PBF Holding
to distribute cash to PBF LLC, which will then distribute this cash, generally as tax distributions, on a pro-rata
basis to its owners. Such owners include PBF Energy, which holds a 40.9% interest as of December 31, 2013.
14. STOCKHOLDERS’ AND MEMBERS’ EQUITY STRUCTURE
Class A Common Stock
Holders of Class A common stock are entitled to receive dividends when and if declared by the Board of Directors
out of funds legally available therefore, subject to any statutory or contractual restrictions on the payment of
dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred
stock. Upon the Company’s dissolution or liquidation or the sale of all or substantially all of the assets, after
payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation
preferences, if any, the holders of shares of Class A common stock will be entitled to receive pro rata remaining
assets available for distribution. Holders of shares of Class A common stock do not have preemptive, subscription,
redemption or conversion rights.
Class B Common Stock
Holders of shares of Class B common stock are entitled, without regard to the number of shares of Class B common
stock held by such holder, to one vote for each PBF LLC Series A Unit beneficially owned by such holder.
Accordingly, the the members of PBF LLC other than PBF Energy collectively have a number of votes in PBF
Energy that is equal to the aggregate number of PBF LLC Series A Units that they hold.
Holders of shares of Class A common stock and Class B common stock vote together as a single class on all matters
presented to stockholders for their vote or approval, except as otherwise required by applicable law.
Holders of Class B common stock do not have any right to receive dividends or to receive a distribution upon a
liquidation or winding up of PBF Energy.
Preferred Stock
Authorized preferred stock may be issued in one or more series, with designations, powers and preferences as shall
be designated by the Board of Directors.
PBF LLC Capital Structure
PBF LLC Series A Units
The allocation of profits and losses and distributions to PBF LLC Series A unit holders is governed by the Limited
Liability Company Agreement of PBF LLC. These allocations are made on a pro rata basis with PBF LLC Series
C Units. PBF LLC Series A unit holders do not have voting rights.